secwatch / observer
8-K filed May 15, 2023, 7:59 PM ET ticker BANC CIK 0001169770
leadership confidence high sentiment neutral materiality 0.55

Banc of California CEO Jared Wolff elected board chair; say-on-pay passes with 20% dissent

BANC OF CALIFORNIA, INC.

item 5.03item 5.07item 8.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BANC OF CALIFORNIA, INC.: Adopted Sixth Amended and Restated Bylaws to address universal proxy rules, revise special meeting and director nomination procedures, permit remote meetings and electronic signatures, and make technical edits (effective 2023-05-11).

Change
bylaw amendment
Effective
2023-05-11
Exact text from the filing
On May 11, 2023, the Board of Directors of Banc of California, Inc. (the “Company”) adopted the Company’s Sixth Amended and Restated Bylaws (the “Bylaws”), effective May 11, 2023, in light of the universal proxy rules recently adopted by the Securities and Exchange Commission (the “SEC”).
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

BANC OF CALIFORNIA, INC. shareholders approved Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-11 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-11
Exact text from the filing
Proposal II Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote: For Against Abstain Broker Non-Vote 54,434,508 272,984 203,654 0
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

BANC OF CALIFORNIA, INC. shareholders approved Advisory vote on executive compensation (Say-on-Pay) at the 2023-05-11 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-05-11
Exact text from the filing
Proposal III Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting (Say-on-Pay): The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote: For Against Abstain Broker Non-Vote 41,051,688 10,445,034 119,954 3,294,470
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

BANC OF CALIFORNIA, INC. shareholders approved Election of the twelve director nominees at the 2023-05-11 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-11
Exact text from the filing
Proposal I Election of the twelve director nominees: The Company’s directors were elected by a majority of the votes cast. Accordingly, the following twelve director nominees were elected, each for a term of one year: Nominee For Against Abstain Broker Non-Vote James A. "Conan" Barker 50,925,363 689,708 1,605 3,294,470 Mary A. Curran 45,975,390 5,640,164 1,122 3,294,470 Shannon F. Eusey 45,657,735 5,957,519 1,422 3,294,470 Bonnie G. Hill 45,566,782 6,048,623 1,271 3,294,470 Denis P. Kalscheur 50,515,759 1,099,596 1,321 3,294,470 Richard J. Lashley 50,572,010 1,042,017 2,649 3,294,470 Joseph J. Rice 50,738,898 852,955 24,823 3,294,470 Vania E. Schlogel 50,500,425 1,114,981 1,270 3,294,470 Jonah F. Schnel 45,617,514 5,997,739 1,423 3,294,470 Robert D. Sznewajs 45,562,222 6,052,994 1,460 3,294,470 Andrew Thau 45,660,324 5,954,850 1,502 3,294,470 Jared M. Wolff 50,568,108 1,047,393 1,175 3,294,470
View on SEC.gov

13 governance changes filed in the last 30 days. Browse all governance changes →

BANC OF CALIFORNIA, INC. filing history →

Source: SEC EDGAR
accession 0001169770-23-000048
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